GOLDENWAY WEALTH GLOBAL COMPANY LIMITED (hereinafter referred to as “GWWG”) and Introducing Broker is wholly independent of each other, and GWWG does not
regulate Introducing Broker’s activities nor is it responsible for any statement made by Introducing Broker. Any direct agreement between GWWG and
Introducing Broker does not create a partnership or joint venture relationship, so Introducing Broker is not a representative or employee of GWWG, and has
no right to negotiate or take any other action on behalf of GWWG:
1. Client understands and agrees that if its account with GWWG is introduced by Introducing Broker, Introducing Broker shall have access to Client’s
personal information and other data related to transactions of Client’s account with GWWG. Introducing Broker shall have the right to enter Client’s
account with GWWG, but shall not make any transaction with Client’s account with GWWG, unless Client authorizes Introducing Broker to trade on behalf of
Client in writing.
2. Client understands and acknowledges that GWWG may compensate Introducing Broker, and that such compensation may be paid on a per-transaction basis or
otherwise. Such compensation may incur a markup beyond the ordinary spread received by Client. GWWG further reserves the right to collect a commission and
relevant charges from Client. In addition, Client shall have the right to be informed of the particulars of such spread fee, commission or charges
3. Client understands that GWWG shall be in no way responsible for Client funds handled by Introducing Broker or any third party as long as such funds are
beyond the management, custody or control of GWWG.
4. Client understands that Introducing Broker or any other third party selling/providing any trading system, course, program, research or advice has no
connection with GWWG, and such service is not regulated by any government agency. GWWG shall in no case be liable for any loss arising from Client’s use of
such information or advice.
5. Client hereby acknowledges and accepts all risks associated with trading in precious metals, and also understands that the use of any third party
trading system, course or program, or any research or advice of Introducing Broker will not necessarily result in profits, avoid or limit losses.
6. Client acknowledges that neither GWWG nor Introducing Broker has made any promise on Client’s future profits and losses. Client understands that trading
in Bullion products involves considerable risks. Client must read the above Risk Disclosure Statement carefully.
7. GWWG does not control and cannot endorse or vouch for the accuracy or completeness of any information or advice Client may have received or will receive
from Introducing Broker or any other third party.
8. GWWG does not endorse or vouch for the services provided by Introducing Broker. Since Introducing Broker is not an employee of GWWG, Client is obligated
to perform due diligence on Introducing Broker before receiving its services.
9. Client confirms that he/she is not a U.S. citizen or resident (for tax purpose);
has not been associated with U.S. for any purposes; does not act as agent for U.S. citizen/resident/entity.
Notice to Clients
This agreement is legally binding. Please read it carefully. This is a legal contract between GOLDENWAY WEALTH GLOBAL COMPANY LIMITED (hereinafter referred
to as “GWWG”), a limited liability company organized under the laws of the Hong Kong Special Administrative Region, including its successors and assigns,
and the party entering into this document (hereinafter referred to as "Client"). In respect of opening an account to speculate, purchase and/or sell
Bullion products through OTC markets (hereinafter referred to as "OTC") with GWWG, Client acknowledges that it has understood the following factors
concerning leveraged OTC trading, as well as the Risk Disclosure Statement that has been provided to it above.
1. Trading in OTC is suitable only for specialized institutions or experienced investors that can financially afford losses that may exceed the value of
margins or deposits substantially.
2. The OTC business does not require open outcry. Though quotations or prices are offered by many computer-based systems in many places, such quotations
and prices may vary due to market liquidity. Many electronic trading facilities are supported by computer-based systems for the order placing, execution or
matching of transactions, and are vulnerable to temporary system failure. Client’s ability to recover certain losses may be subject to limits on liability
imposed by the system provider, the bank and/or any other financial institution. Such limits on liability may vary.
3. On the OTC market, companies are not limited to effecting OTC transactions only, so GWWG may be a counterparty to Client in many Bullion products
transactions. It may be difficult or impossible to close a position, to assess its value, to determine a fair price or to assess risks. For these reasons,
such transactions may involve greater risks. OTC transactions may be less regulated or subject to a different regulatory system. Before starting such
transactions, Client should get familiar with the applicable provisions and the relevant risks.
4. If Client trades on any electronic trading system, it will be exposed to risks associated with such system including hardware and software failures. Any
system failure may render Client’s order either not executed as Client instructs or not executed at all.
(i) Internet failures Since the operation of the Internet is beyond GWWG’s control, GWWG is unable to control the reception or routing of signals
via the Internet, the configuration of Client’s equipment or the reliability of its connection, and GWWG is not responsible for communication failures,
distortions or delays in case of trading via the Internet.
(ii) Market risks and online trading Trading in Bullion products involves considerable risks that are not suitable for all investors. See the Risk
Disclosure Statement and this Agreement for more information on risks. Trading online, however convenient or efficient it might be, does not necessarily
reduce risks associated with Bullion products trading. Therefore, Client should be ready to bear such risks before trading.
(iii) Password protection Client must keep passwords confidential and ensure that no third party can have access to its trading facilities. Client
agrees to be responsible practically for any instruction received by e-mail or via the electronic trading platform or any instruction sent to GWWG by
e-mail, via the electronic trading platform, by telephone or in writing that is identified with Client’s password or its signature and account number, even
if it were sent by a third party, and believed to be apparently authorized by Client at GWWG’s discretion. GWWG has no responsibility for further enquiry
into such apparent authority and no liability for the consequences of any action or omission of GWWG in reliance upon such instruction or apparent
authority. Client will be responsible solely for the confidentiality, security and use of its passwords.
(iv) Quoting errors If any quoting and/or execution error occurs, which may include, without limitation, a dealer's mistype of a quote, a quote not
representative of international market prices, any wrong quote (such as one due to failure of hardware, software or communication lines or systems or
inaccurate external data provided by the third party), GWWG will not be liable for any resulting error in account balances. In addition, orders must be
placed with sufficient time to execute, and for the system to calculate required margins. The execution of orders placed too close to market prices, which
may trigger other orders (for all order types) or a margin alert, cannot be guaranteed. GWWG will not be liable for the resulting margin alert, account
balance and/or account position because the system has not been given sufficient time to execute or calculate accordingly. The above is not intended to be
an exhaustive list and in case of a quoting or execution error, GWWG reserves the right to make necessary corrections or adjustments to the account
involved. Any dispute arising from such quoting or execution error will be resolved by GWWG at its sole discretion. Client agrees to indemnify and hold
GWWG harmless from all resulting losses, damages or liabilities.
(v) Arbitrage Internet, connectivity delays, and quoting errors may sometimes render that the prices displayed on GWWG’s trading platform are unable
to reflect the market rates accurately. “Arbitrage” and “scalping”, or taking advantage of such Internet delays, cannot exist in an OTC market where Client
deals directly with the market maker. GWWG does not permit the practice of arbitrage on its trading platform. Transactions that rely upon arbitrage
opportunities arising from price latency may be cancelled. GWWG reserves the right to make necessary corrections or adjustments to the account involved.
Accounts that rely upon arbitrage strategies may be subject to dealer intervention or approval of any order and/or termination of Client’s account at
GWWG’s sole discretion without prior notice to Client. Any dispute arising from such arbitrage and/or price manipulation will be resolved by GWWG at its
sole discretion. GWWG reserves the right to freeze or disable the amount and freeze Client withdrawals until such issue is fully resolved. Any action or
resolution stated herein will not prejudice or waive any right or remedy that GWWG may have against Client and its employees.
(vi) Price, execution and platform manipulation GWWG prohibits any form of manipulation of its prices, execution and platform strictly (Including
but not limited to execute any transaction without GWWG Approval). GWWG reserves the right to investigate and review any account suspected of manipulation
and withhold funds suspected of being derived from such activity. GWWG reserves the right to make necessary corrections or adjustments to the account
involved. Accounts that are suspected of manipulation may be subject to dealer intervention or approval of any order and/or termination of Client’s account
at GWWG’s sole discretion. Any dispute arising from such arbitrage and/or price manipulation will be resolved by GWWG at its sole discretion. GWWG may
report such incidents to any competent regulatory and law enforcement agency at its sole discretion without prior notice. Any action or resolution stated
herein will not prejudice or waive any right or remedy that GWWG may have against Client and its employees.
5. Client acknowledges that the purchase or sale of any Bullion products involves delivery to the extent that its account is credited with each spot
transaction. All orders for physical delivery must be instructed by client in writing and confirmed by GWWG at the time the orders are placed. The time and
place of delivery will be decided by GWWG at GWWG 's discretion. GWWG shall be entitled, at its absolute discretion, to refuse to act on any of client's
instructions and shall not be obliged to give any reason for such refusal.
6. There is no guarantee to the creditworthiness of the counterparty of Client. GWWG will make every effort to deal with reputable, creditworthy
institutions and clearing houses. There may also be certain cases in which trading liquidity drops ceasing trading in a certain currency, thereby
preventing the closing of a deficient position that may cause substantial losses to Client. GWWG will in no way be liable for any resulting loss.
7. GWWG's margin policy may require Client to provide additional funds to properly maintain its margin account and that Client is obligated to meet such
margin requirements, otherwise any open position may be closed automatically with a corresponding loss. GWWG also reserves the right to refuse to accept
any order or provide a market offset.
8. GWWG does not control or warrant the accuracy or completeness of any information or advice Client may receive from anyone not employed by GWWG
(hereinafter referred to as “third party”) concerning precious metals, and GWWG will in no way be liable for any loss to Client resulting from the use of
such information or advice.
9. If Client grants trading authority or control over its account to a third party, whether on a discretionary basis or not, GWWG will in no way be
responsible for Client's choice. GWWG makes no representation or warranty as to such third party; GWWG will not be responsible for any loss to Client
resulting from such third party’s actions. If Client gives any third party authority or control over its account, it does so at its own risk. If Client
grants trading authority or control over its account to a third party without GWWG Approval, GWWG have the right to cancel all or part of related
transaction without prior notice.
10. Client shall fully observe the local laws and regulations including the acquisition of any governmental or other regulatory approvals that may be
needed to observe any other formalities required in such territory or jurisdiction and to pay any applicable taxes, duties and other amounts required in
such territory or jurisdiction in respect of the execution of any transaction through GWWG’s platform. The execution of any transaction through GWWG’s
platform will be deemed to constitute a representation and warranty of Client to GWWG that such local laws and regulations have been complied with. If
Client has any doubt in this respect, it should seek advice from its legal advisors or other professionals before opening an account and starting trading.
11. Client should be aware that no return is guaranteed. In addition, GWWG is not responsible for any claims or guarantees made by GWWG, its employees
GWWG agrees to carry one or more accounts for Client and provide services to Client in respect of the trading of OTC (as defined in the Notice to Clients
above) by or through GWWG for Client's account(s). Client agrees as follows:
(i) Terms and headings
The term "GWWG" shall be deemed to include Goldenway Wealth Global Company Limited, its divisions, successors and assigns; the term "Client" shall mean the
party entering into this Agreement. If Client is an individual, Client shall include Client himself/herself, its executors and estate administrators; if
Client is a limited liability company, Client shall include such company and its successors; if Client is a partnership, Client shall include its partners,
executors and estate administrators when Client’s account remains effective. The term "Agreement" shall include all other agreements and authorizations
entered into by Client in respect of the opening, maintenance and operation of its account(s) with GWWG, including, without limitation, any right given to
GWWG under this Agreement, the Risk Disclosure Statement, the Notice to Clients and the Account Application, etc. The paragraph headings hereof are
inserted for the convenience of reference only and are not meant to limit the applicability or affect the meaning of any paragraph or provision hereof.
(ii) Binding effect
This Agreement (including the Risk Disclosure Statement, the Notice to Clients and this Agreement and the Account Application) shall remain effective, and
shall cover all accounts of Client opened or reopened with GWWG at any time regardless of any personnel change of GWWG or its successors or assigns. In
case of any merger, consolidation or other variation, this Agreement including all authorizations shall inure to the benefit of GWWG and its successors and
assigns, and shall be binding upon Client and/or its legatees, trustees, administrators, legal representatives, successors and assigns.
This Agreement shall be deemed to be accepted by GWWG or become a binding contract between Client and GWWG only when Client’s Account Application has been
confirmed and approved by GWWG.
(iv) High-risk investment
Except the standard disclosures contained herein, Client shall be aware that margin-based OTC trading is one of the riskiest investment instruments in
financial markets and is suitable for sophisticated investors and institutions only. An account opened with GWWG allows Client to trade in Bullion products
at a very high leverage ratio (up to 100 times Client’s account equity or as amended by GWWG from time to time or otherwise stipulated by the applicable
regulations). Client shall consider the risks it can tolerate carefully before opening an account or starting OTC trading, and realize that the funds used
for speculation are purely risk capital. Client warrants and represents that even a serious loss in OTC trading will not affect its present/future
lifestyle and financial condition. If Client has never utilized any high-risk investment instrument in the past, it needs to study knowledge on OTC trading
and seek professional advice before formal trading. Client must realize that OTC trading involves potential profits and losses, and that it may sustain a
loss in excess of the amount of its initial margin if the market becomes adverse. During OTC trading, Client must acknowledge that the funds it invests in
trading are purely risk capital, the loss of which will not affect its present/future lifestyle and financial condition.
(v) Risk acknowledgement
Client acknowledges that investment in leveraged and leveraged transactions is speculative, involves a high level of risk, and is suitable for persons who
can afford any risk of loss in excess of their margin deposits only. Client understands that since a low margin is usually required in OTC trading, there
is a relatively higher leverage ratio, and price changes in OTC may lead to substantial losses that may exceed Client's investment and margin deposits.
Client shall make clear the nature and level of risk of relevant transactions before opening an account or starting trading. Client warrants that it is
willing and able, financially and otherwise, to assume all risks of OTC trading. Client agrees to hold GWWG harmless from losses incurred by following
trading recommendations or suggestions of GWWG or its employees or representatives. Client is aware that there is no guarantee of freedom from loss or
profit in OTC trading. Client acknowledges that it has not received such guarantees from GWWG or any of its employees, representatives or any other entity
with which Client deals and has not entered into this Agreement in reliance upon any of such guarantees.
(vi) Exchange rate fluctuation risk
GWWG’s trading account must be in US dollars or any other currency approved by GWWG from time to time. If Client makes any deposit or withdrawal in any
other currency than the US dollar:
i. Any profit or loss arising from a fluctuation in the exchange rate shall be borne solely by Client;
ii. Client agrees that GWWG may make any currency exchange in the manner and at the time at its sole discretion in order to give effect to any action or
step taken hereunder.
(vii) Client representations and warranties
Client represents and warrants that:
i. Client is of sound mind, legal age and legal competence;
ii. No person other than Client and/or its joint account holder has an interest in Client's account(s);
iii. Client hereby warrants that regardless of any subsequent award to the contrary, save as subparagraph (i) above, Client has sufficient investment
experience, risk tolerance and financial affordability to trade in OTC;
iv. Client is now not an employee of any exchange, company in which any exchange owns most of the capital stock, any member of any exchange and/or company
registered on any exchange, or any bank, trust or insurance company, and if Client becomes so employed, it must notify GWWG in writing of such employment
v. All information provided hereunder is true, correct and complete as of the date hereof and Client is obligated to notify GWWG of any change in such
vi. Client has fully observed the local laws and regulations including the acquisition of any governmental or other regulatory approvals that may be needed
to observe any other formalities required in such territory or jurisdiction and to pay any applicable taxes, duties and other amounts required in such
territory or jurisdiction in respect of the execution of any transaction through this platform. Moreover, the execution of any transaction through this
platform shall be deemed to constitute a representation and warranty of Client to GWWG that such local laws and regulations have been complied with. If
Client has any doubt in this respect, it should seek professional legal advice;
vii. Client will not conduct any activity for the purpose of arbitrage or scalping; and
viii. Client will not grant trading authority or control over its account to a third party without GWWG Approval.
(viii) Authorization of trading
GWWG may take an opposite position to match Client's trading orders partly or wholly and/or transfer such orders to the market. GWWG is authorized to trade
in OTC pursuant to Client’s oral, written or computer instructions for Client's account(s) with the counterparty, such as a bank, financial institution or
senior participant. Unless instructed by Client to the contrary in writing, GWWG is authorized to execute all orders with such bank, financial institution,
senior participant or any other counterparty as GWWG thinks fit. GWWG shall have the right to rely upon any oral or written communication or instruction
received from Client, including Client’s employees, partners or legal principals (“Authorized Persons”), as long as GWWG receives no notice from Client
that such Authorized Persons have not been authorized. Client agrees that such Authorized Persons may, acting on its behalf, supply GWWG with all data,
information, instructions and authorizations needed by GWWG to perform its services hereunder. Client authorizes GWWG to rely and act upon any instruction,
authorization or information received from an Authorized Person by any means, including transmission by electronic means or any facsimiled document
approved by Client. Therefore, Client agrees that:
(i) GWWG is authorized to execute instructions without enquiring into the validity thereof, which shall be deemed instructions given by the Authorized
(ii) In no case GWWG shall verify the validity of instructions or signatures in any particular case; and
(iii) Client will bear the risk of all unapproved instructions given by any of its representatives, employees or Authorized Persons, and indemnify GWWG
against all losses, costs, fees, damages, expenses, claims or demands, etc. suffered or incurred by GWWG, provided GWWG has acted in good faith and without
negligence. Client also warrants that it shall make no claim for liability or damages against GWWG, and that GWWG will not suffer losses from any of the
above cases, relating to or arising from GWWG acting upon, delaying in acting upon or refusing to act upon any instruction or information provided to GWWG
by Client, including improper, unauthorized, false or fraudulent instructions given by any of Client’s employees, agents or representatives, even if such
instructions were not authorized by Client. GWWG has the right to limit the number of total transactions for each order of Client. GWWG reserves the right
to limit the amount and/or total number of positions acquired or held by Client. GWWG will execute all orders accepted by it as instructed by Client given
over a computer or recording phone. GWWG has the right to refuse any order.
(ix) Governmental, counterparty institution and inter-banking system rules
All transactions hereunder shall be governed by the constitution, bylaws, rules, regulations, customs, usage, rulings and interpretations of the
counterparty institution or any other interbank market (and its clearing agency, if any) where such transactions are executed and by all applicable laws
and regulations of Hong Kong. If any statute is enacted or any rule or regulation adopted by any government agency hereafter and affects or conflicts with
any provision hereof, the provision so affected shall be deemed amended or replaced by the applicable provisions of such statute, rule or regulation, and
the remaining provisions hereof and the provision so amended shall remain in full effect. Client agrees that all transactions hereunder are subject to the
aforesaid regulatory requirements. Client shall have no separate contractual right in connection with any of the above requirements.
(x) Liquidation of accounts and payment of deficits
In the event that:
i. Client becomes dead, insane or judicially declared of incompetence;
ii. A petition in bankruptcy or for the appointment of a receiver is filed, or any insolvency, liquidation or similar proceeding is instituted against
iii. Any property of Client is taken over by an appointed receiver or anyone of a similar title, or is seized or enforced against;
iv. There is insufficient margin in Client’s account(s), regardless of prevailing market quotations;
v. Client fails to supply GWWG with any information requested pursuant hereto (e.g., identification document); or
vi. Any other situation or change arises in which GWWG should take protective actions.
vi. Any other situation or change arises in which GWWG should take protective actions. GWWG may take one or more of the following actions at its sole
discretion: (1) satisfying any liability of Client to GWWG out of Client's funds or property in its custody or control; (2) selling or buying any Bullion
products position held for Client in Client’s account; and (3) cancelling any or all outstanding orders, or any other commitments made in Client’s name.
Any of the above actions may be taken without demand for margin or additional margin, and without prior notice of trading to Client or its personal
representatives, successors, trustees or assigns, whether the ownership interest involved shall be owned solely by Client or not. Any sale or purchase
hereunder may be made at GWWG’s discretion with any interbank or other exchange market where such business is usually transacted, and GWWG may purchase the
same wholly or partly without any limit in right of redemption. Client shall be liable for the payment of any of its liabilities upon request by GWWG at
any time. Client shall be responsible for any deficiency in its account(s) in case of closing thereof in whole or in part by GWWG or Client. If the funds
realized under this authorization are insufficient to pay all liabilities of Client to GWWG, Client shall pay the deficit and all unpaid liabilities,
together with interest thereon, and all costs of collection, including attorney's fees, witness fees, etc. immediately. If GWWG incurs expenses other than
for the collection of deficits in connection with any of the account(s) of Client, Client agrees to pay such expenses. GWWG also reserves the right of
further investigation. Afterwards, GWWG may at its sole discretion consolidate any accounts being held in Client’s name and apply any surplus to set off
any debit balance between such accounts.
11. Consent to cross trading
Client hereby acknowledges and agrees that a situation may arise where an officer, director, affiliate, associate, employee, bank, bank employee or dealer
related to GWWG, or GWWG itself, may be the opposing broker or principal for a transaction effected for Client's account. Client hereby agrees to such
transaction, subject to any possible limitations and conditions contained in the rules or regulations of any bank, institution, exchange or board of trade
that executes such trading orders, and those imposed by any other regulatory authority.
12. Margin, deposits and withdrawals
Client shall provide to and maintain with GWWG a margin in such amount as determined by GWWG from time to time. Client is aware and agrees that GWWG has
the exclusive right of determination, and may change such amount at any time at its sole discretion based upon market conditions. Such amount may be
greater or less than those required by a peer. Client agrees to deposit such additional margin as required by GWWG in the manner required by GWWG and will
meet all margin requirements in such mode of transmission as designated by GWWG immediately. Client shall bear all charges incurred during deposit,
including bank commission, exchange rate differences and all other relevant expenses. Client may be unable to use the deposit immediately as the margin
required for any new position or additional margin. Client may suffer a loss from forced closing for not meeting the margin requirement and such loss may
be greater than its initial margin, namely all funds in its account. GWWG may close Client's account forcibly at any time in accordance herewith and any
failure by GWWG to enforce this right shall not be regarded as a waiver by GWWG to enforce this thereafter. No previous margin requirement by GWWG shall
preclude it from increasing such requirement without notice. Client has the right to inform GWWG to withdraw a specified amount from the cash balance at
any time. Client agrees to bear all charges incurred during remittance or transfer, including bank commission, exchange rate differences and all other
relevant expenses. Client is fully aware that some time is required for GWWG and the relevant bank to process Client’s withdrawal, and Client may be unable
to receive the withdrawal instantly. Client agrees to hold GWWG harmless from all liabilities resulting from the untimely execution of its withdrawal
request. Once such request is confirmed, GWWG shall deduct the amount from Client’s account balance immediately.
Client must ensure that all current bank accounts designated by it belong to Client itself, and GWWG accepts no third party deposit or withdrawal
(Including but not limited Introducing Broker) .
If Client grants deposit authority or control over its account to a third party without GWWG Approval, Client acknowledges and agrees that GWWG has the
right to take following actions:
(i) If Client has not made any transaction after account opening, GWWG will charge 10 % of third party deposit as operating cost before the deposit refund
through the bank account of the fund source.
(ii) If Client has made any transaction after account opening, GWWG will deduct all benefits (including but not limited rebate and bonus), cancel all
transactions after the third party deposit and chrge 10 % of third party deposit as operating cost before the deposit refund through the bank account of
the fund source.
(iii) Client account will be suspended for investigation, prohibit any transactions on the account. GWWG may report such incidents to any competent
regulatory and law enforcement agency at its sole discretion without prior notice.
Client shall pay such brokerage, commission and special service and all other charges (including, without limitation, premiums and discounts, statement
charges, idle account charges, order cancellation charges, account transfer charges and other charges), fees (including, without limitation, fees imposed
by any interbank agency, bank, contract market or other regulatory or self-regulatory organization) arising from GWWG’s services provided hereunder. GWWG
may charge its revised commission, charges and/or fees without notice. Client agrees to pay the interest on its amounts due to GWWG to GWWG. All such
charges shall be paid by Client upon incurrence, or as GWWG may determine at its sole discretion, and Client hereby authorizes GWWG to withdraw the amount
of any such charges from its account(s). Client agrees to pay a transfer fee determined by GWWG if it instructs GWWG to transfer any open position, fund
and/or property from its account to another institution. GWWG acknowledges that all prices quoted to Client are free from premiums and discounts.
Reports, statements, notices and other communications may be sent to Client via the e-mail address or domicile on Client's Account Application, or to such
other e-mail address or domicile as Client may notify GWWG in writing (Hong Kong Client) or online (Mainland China/Overseas Client) from time to time. All
communications so sent, whether by mail, e-mail or otherwise, shall be deemed sent by GWWG when deposited with the relevant postal office or received by a
transmitting agency, and deemed delivered to Client personally, whether it is actually received by Client or not.
Client acknowledges that it is obligated to notify GWWG of any change in its e-mail address immediately.
Client acknowledges that it is obligated to notify GWWG of any change in its domicile or mailing address immediately.
17.Confirmation of electronic transmissions and account statements
Client agrees that its account information and trading confirmations may be provided on the GWWG platform. Client may access its account information via
the GWWG platform or using its personal online account. GWWG will post all of Client's account activities and Client will be able to generate daily,
monthly reports of account activities and a report of each closed transaction. Publication of account information on Client's online account shall be
deemed submission of trading confirmation and account statements. At any time, account information shall include trading confirmations with numbers,
trading prices, occupied margin, available amount of margin, profit and loss statements, as well as all positions and pending order instructions.
18.Statements and confirmation
Confirmation reports of orders (e.g., daily and monthly statements) and statements of accounts of Client shall be deemed correct, and final and binding
upon Client if not objected to in writing within two (2) days after delivery to Client via the GWWG platform or otherwise. Margin calls shall be final and
binding unless objected to immediately in writing. In lieu of sending trading confirmations by mail, GWWG will provide Client with Internet access to view
Client’s account at any time with an Internet login. Client's written objections shall be directed to GWWG at the latest office address indicated on GWWG’s
website, return receipt requested. Failure to object shall be deemed approval of all actions taken by GWWG before Client’s receipt of such reports.
Client's failure to receive a trading confirmation shall not relieve it from the obligation to object as mentioned above. Once an order or transaction is
executed, and a confirmation thereof is issued, only Client is obligated to review and record all orders and positions held in such accounts. See Article
17 “Consent to electronic transmission of confirmations and account statements” for more information.
This Agreement shall remain in effect until termination, and may be terminated by Client at any time when Client has no open OTC position(s) and no
liabilities to GWWG upon actual receipt by GWWG of the written notice of termination, or at any time by GWWG upon delivery of the written notice of
termination to Client, effective from the closing of business on the day the notice is sent. Such termination shall not affect any transaction previously
entered into and shall not relieve either Party from any obligation hereunder nor shall it relieve Client from the obligation to repay any liability.
Client agrees that GWWG may amend, cancel or replace any provision hereof or add any new provision hereto from time to time at its discretion. GWWG will
notify Client of such amendment or change by publishing the same on its corporate website (www.24k.hk). Client shall review such terms and conditions for
any amendment regularly and agrees to be bound by the same.
Client agrees that: (i) any market information provided by GWWG or any of its employees to Client does not constitute an investment proposal, an offer to
purchase or sell any OTC contract or a solicitation to purchase or sell any OTC position; (ii) although such information is derived from a data source
deemed reliable by GWWG, it may be based completely on the personal opinion of a certain employee, so such information is not necessarily complete and may
even be unconfirmed; and (iii) GWWG neither makes any warranty nor assumes any liability for the accuracy or completeness of any information provided to
22.No guarantee of profits or limited losses
Client acknowledges that it has entered into no separate agreement with any GWWG employee or third party concerning the trading in its GWWG account,
including, without limitation, any agreement to guarantee profits or limit losses in its account. Client agrees that it is obligated to notify GWWG of any
agreement of this type immediately in writing. Client also agrees that any representation made by anyone concerning Client's account that differs from any
statement received from GWWG must be brought to the attention of GWWG in writing.
GWWG shall not be responsible for any delay in the transmission of orders due to a failure of transmission or communication facilities, electrical power
outage or any other cause beyond GWWG's control or anticipation. GWWG shall only be liable for any action directly attributable to negligence, willful
default or fraud on its own part. GWWG shall not be liable for losses arising from any default of any third party.
Client agrees to indemnify and hold GWWG harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney's fees,
incurred by GWWG arising from Client's failure to fully and timely perform its commitments herein or failure any of the representations and warranties to
be true and correct. Client also agrees to pay immediately to GWWG all damages, costs and expenses, including attorney's fees, incurred by GWWG in the
enforcement of any provision hereof. Further, GWWG shall not be held liable and is relieved from any claim or loss so incurred if such claim or loss is
caused by (i) Client’s conduct: Any action or omission to act on the part of Client or Authorized Persons; (ii) forged signature: forged or unauthorized
signatures on any document in respect of Client’s account or this Agreement; (iii) failures: system failure, equipment failure, system interruption or
inoperability on the part of Client or GWWG; (iv) delays: delays, failures or errors in GWWG’s execution of any instruction; and (v) information:
Inaccurate or incomplete instructions received from Client.
Client represents and warrants that it is financially sound, has considered the risks of OTC trading very carefully before trading, and is aware of the
portion of its existing property that can be used as the risk capital. Client warrants and represents that any loss arising from OTC trading would not, in
any way, change its lifestyle. Client agrees to immediately inform GWWG if its financial condition changes in such a way to reduce its risk capital.
Client authorizes GWWG or its employees in GWWG’s name to investigate Client's credit standing and to contact such banks, financial institutions and credit
agencies as GWWG thinks fit to verify Client information. Client further authorizes GWWG to investigate its present and past investment activities. In
addition, GWWG shall, based on Client’s credit standing, have the right to ask Client to provide required evidence (including, without limitation, recent
tax returns and vouchers of interest income) in order to review Client’s trading limit and/or approve any application for increased trading limit submitted
by it from time to time.
27.Authorization to transfer funds
Client hereby agrees that GWWG may apply and transfer from Client's account to any other account of Client held with GWWG or any other approved financial
institution or its associates at any time based on the judgment of GWWG and its employees.
All funds, currencies and other property of Client which GWWG carries for Client or in its possession or control or carried on its books for any purpose at
any time, including safekeeping, shall be held by GWWG as security and subject to a general lien and right of setoff for liabilities of Client to GWWG,
regardless of the number of accounts Client may have with GWWG. GWWG may apply and/or transfer all funds, currencies or other property of Client between
any of Client's accounts at its sole discretion at any time without notice to Client. Client also authorizes GWWG to pledge, re-pledge, invest or loan any
property of Client held by GWWG as margin or security, either separately or with the property of other Clients, to itself or to others. This authorization
applies to all accounts GWWG opens and holds for Client, and shall remain effective until Client discharges all liabilities or GWWG issues a cancellation
29.Assignment of rights
GWWG may assign all or any part of its rights and obligations hereunder to any person without the prior consent or approval of Client.
30.Waiver or amendment
No provision here of may be waived or amended unless such waiver or amendment is made in writing and signed by both Client and an authorized person of
GWWG. No waiver or amendment hereof may be implied from any course of dealing between the Parties or from any failure by GWWG to assert its rights
hereunder in any case. No oral agreement or instruction shall be recognized or executed.
31.Settlement date and rollovers
All Bullion products positions will be indicated in Client's account in US dollars on the trade date and settled within 48 hours. The settlement currency
is the US dollar. The resulting position will automatically roll over for an additional 48-hour period unless (i) Client gives satisfactory instructions
for delivery subject to GWWG's usual and customary charges and re-delivery fees; or (ii) Client enters an order that is accepted and agreed by GWWG at its
sole discretion to offset the Bullion products position. Client shall provide GWWG with acceptable re-delivery or offset instructions by noon of the
business day before the settlement date of the Bullion products position. In the absence of timely instructions from Client, GWWG is authorized to roll
over the currency position in the GWWG account(s) for Client's account(s) at its sole discretion and at Client's risk. Client’s account(s) shall receive
interest upon rollover of the Bullion products position.
Client agrees that GWWG shall have the right to use a recording program as the conclusive evidence of any recorded instructions or communications. Client
further agrees that either Party may use such recordings and transcripts thereof as evidence in respect of any dispute or proceeding that involves Client
or GWWG. Client is aware and agrees that GWWG may delete such recordings regularly pursuant to its established business procedures.
provide the best possible services, GWWG will also pay great attention to arrangements for use of Client’s data. GWWG will attempt to comply fully with the
personal data protection requirements in accordance with the Personal Data (Privacy) Ordinance of the Hong Kong Special Administrative Region. For this
purpose, GWWG will cause its employees to observe the strictest security and confidentiality standards stipulated by the Ordinance.
i) All personal data collected by GWWG is intended for use by GWWG in its business operations and other relevant activities only;
ii) GWWG works hard to ensure that its websites are secure and that industry standards are met. GWWG also uses other safeguards such as firewalls,
authentication systems (e.g. passwords and personal identification numbers) and access control mechanisms to control unauthorized access to systems and
iii) GWWG will store Client’s personal data confidentially and protect the same from embezzlement, and GWWG’s employees will also respect Client’s privacy
and will never disclose any data to any unauthorized person;
iv) Client may review and modify its personal data stored by GWWG from time to time;
v) Client agrees that GWWG will disclose all of its data (and other information) to regulatory authorities and other government agencies in accordance with
any ordinance or regulation of regulatory authorities;
vi) Client agrees that GWWG will disclose all of its data to Payment Gateways as an identity proof, in accordance with any ordinance and regulations of
Online Payment Systems;
vii) GWWG may set and access GWWG cookies on Client’s computer, enabling it to learn which advertisements and promotions bring users to its website. GWWG
GWWG collects and shares would be anonymous and not personally identifiable; and
viii) Client agrees that when providing services to it, GWWG may authorize some companies not affiliated thereto to use Client’s personal data, including
companies under contract to perform services on GWWG’s behalf, such as those preparing and mailing monthly statements, or software companies processing
maintenance and development processing. These companies acting on GWWG’s behalf are required to keep personal information confidential.
GWWG will do its best to ensure that Client’s personal data collected by it is stored properly in its storage system, and only authorized employees or
companies performing services on GWWG’s behalf can have access to such data. However, due to the open and global nature of the Internet, GWWG may be unable
to protect and keep confidential Client’s personal data from intentional third party interference. In case of browse of any Web page run by any third party
34.USE OF DATA IN DIRECT MARKETING
GWWG /Goldenway Group (hereinafter referred to as the “Group”) intend to use a customer’s data in direct marketing and the Group requires the customer’s
consent (which includes an indication of no objection) for that purpose. In this connection, please note that:
(i)the name, contact details, products and services portfolio information, transaction pattern and behaviour, financial background and demographic data of
a customer held by the Group from time to time may be used by the Group in direct marketing;
(ii) the following classes of services, products and marketing subjects may be marketed:
(a) financial, wealth management, investment and related services and products;
(b) reward, loyalty or privileges programmes and related services and products;
(c) services and products offered by co-branding partners and/or any affiliated member of the Group (the names of such co-branding partners can be found in
the application form(s) for the relevant services and products, as the case may be); and
(d) donations and contributions for charitable and/or non-profit making purposes;
(iii) the above services, products and marketing subjects may be provided or solicited by the Group and/or:
(a) any companies, members, partners and affiliated companies of Goldenway Group;
(b) third party reward, loyalty, co-branding or privileges programme providers; and
(c) charitable or non-profit making organizations;
(iv) in addition to marketing the above services, products and marketing subjects itself, the Group also intends to provide the data described in paragraph
34(i) above to the parties described in paragraph 34(ii) for use by them in marketing those services, products and marketing subjects, and the Group
requires the customer’s written consent (which includes an indication of no objection) for that purpose.
If customers do not wish the Group to use or provide their data for use in direct marketing as described above, the customers may exercise their opt-out
right by notifying the Group.
35. Consent to jurisdiction and venue
Any dispute, controversy or claim arising herefrom or in connection herewith, or the termination or invalidation hereof, shall be settled by arbitration in
accordance with the UNCITRAL Arbitration Rules at the date any such arbitration commences at the sole option and discretion of GWWG. The appointing
authority shall be the Hong Kong International Arbitration Centre (“HKIAC”). There shall be only one arbitrator and the venue for arbitration shall be Hong
Kong. Such arbitration shall be administered by HKIAC in accordance with HKIAC arbitration procedures in force at the date such arbitration commences. The
arbitral proceedings shall be conducted in English.
By agreeing to this arbitration clause, Client
(i) waives its rights to sue against GWWG in any court of law, including the right of jury trial; and
(2) agrees to be bound by arbitration of any claim or counterclaim that Client or GWWG may submit to arbitration hereunder. Even if Client elects not to be
bound by this arbitration clause, it may also open an account with GWWG.
37. Governing law and jurisdiction
This Agreement, and the rights and obligations of the Parties hereto, shall be governed by, construed and enforced in accordance with the laws of the Hong
Kong Special Administrative Region, without giving effect to any conflict of laws that may interfere with or prevent the application of this provision.
This Agreement together with the Account Application and the attachments hereto constitutes the whole and entire Agreement in connection with the subject
hereof. This Agreement replaces all prior written and/oral agreements signed by the Parties relating to the subject matter hereof – leveraged OTC trading.
If there is any inconsistency between the Chinese and English versions of this Agreement, the Chinese version shall apply and prevail.